The name of this corporation shall be: American Academy of Ophthalmology, Inc. ("Academy").

Article II. Purposes and Powers

The Academy is organized and shall be operated to promote the common professional interests of its members, all as contemplated and permitted by Section 501(c)(6) of the Internal Revenue Code of 1986, and, in connection therewith, but only to the extent consistent with and in furtherance of that purpose, to promote and advance the science and art of medicine related to the eye and related structures, to support and enhance education in ophthalmology and in allied fields, to facilitate and improve prevention, diagnosis, and treatment of disorders affecting the eye and related structures, and to do and engage in any and all activities that may be necessary or incidental to any or all of the foregoing purposes.

For such purposes and not otherwise, and subject always to the further provision of these Articles, the Academy shall have and exercise only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, in trust, or otherwise, and to own, hold, manage, administer, and to make gifts, grants, and contributions of, and to expend, convey, transfer, and dispose of, any and all funds and property and the income therefrom in furtherance of the purposes of the Academy hereinabove set forth, or any of them, and to lease, mortgage, encumber, and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to the Academy by the Minnesota Nonprofit Corporation Act. Provided, however, that all such powers of the Academy shall be exercised only so that the operations of the Academy shall be exclusively within the contemplation of Section 501(c)(6) of the Internal Revenue Code of 1986; and provided finally, however, that the Academy shall not carry on any activity not permitted to be carried on by a corporation that is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code of 1986 as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986.

Article III. No Pecuniary Gain

The Academy shall not, incidentally or otherwise, afford or pay any pecuniary gain or remuneration to its members, Trustees, or officers as such, and no part of the net income or net earnings of the Academy shall, directly or indirectly, be distributable to or otherwise inure to the benefit of any member, Trustee, or officer of, or any other person having a personal and private interest in the activities of, the Academy; provided, however, that the Academy may pay reasonable compensation for services rendered and property and supplies furnished to the Academy in furtherance of its purposes described in Article II hereof.

Article IV. Registered Office

The registered office of the Academy shall be at 50 South Sixth Street, Minneapolis, Minnesota, 55402, but the Academy may have such other offices and conduct its affairs in such other places, within or without the State of Minnesota and in foreign countries, as the Board of Trustees of the Academy deems appropriate.

Article V. Board of Trustees

The Board of Trustees shall manage and direct the business and affairs of the Academy. The number, qualifications, term of office, method of appointment or election, powers, authority, and duties of the Trustees of the Academy, the time and place of their meetings, and such other provisions with respect to them as are not inconsistent with the express provisions of the Academy's Articles of Incorporation shall be as specified in the Bylaws of the Academy.

Article VI. No Personal Liability

Members, Trustees, and officers of the Academy shall not be personally liable for the payment of any debts or obligations of the Academy of any nature whatsoever, nor shall any of the property of the members, Trustees, and officers be subject to the payment of the debts or obligations of the Academy to any extent whatsoever.

Article VII. No Capital Stock

The Academy shall have no capital stock.

Article VIII. Dissolution

The Academy may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of the Academy, and after the payment of all liabilities and obligations of the Academy and all costs and expenses incurred by the Academy in connection with such dissolution, and subject always to the further provisions of this Article VIII, all remaining assets shall be distributed to and among such one or more organizations as are then exempt from federal income taxes under Section 501(a) of the Internal Revenue Code of 1986 as organizations described in Sections 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, all in such amounts or proportions as shall be determined by the Board of Trustees of the Academy, by the affirmative vote of at least a majority of the total number of Trustees of the Academy. Notwithstanding anything apparently or expressly to the contrary hereinabove contained in this Article VIII, (a) any assets then held by the Academy in trust or upon condition or subject to an executory or special limitation, if the condition or limitation occurs by reason of the dissolution of the Academy, shall revert or be returned, transferred, or conveyed in accordance with the terms and provisions of such trust, condition, or limitation; and (b) if the dissolution of the Academy is required by the laws of the State of Minnesota then in existence to be conducted under court supervision, the dissolution of the Academy shall be so conducted, and its assets not described in clause (a) of this sentence shall be transferred or conveyed to such one or more organizations described in the preceding sentence of this Article VIII as the court may determine.

Article IX. MembersThe Academy shall have members who shall be classified among the voting and nonvoting classes and have the rights and privileges from time to time provided in the Bylaws of the Academy. The power to adopt, amend, revise, and repeal the Bylaws is reserved to the voting members of the Academy, as provided in the Bylaws of the Academy.

Article X. References

All references in Articles II and VIII hereof to a particular section of the Internal Revenue Code of 1986 shall mean and include, as now enacted or as hereafter amended, such section and any provision of federal law as is or may hereafter be applicable, cognate to such section. All references in Articles II hereof to the Minnesota Nonprofit Corporation Act shall mean and include, as now enacted or as hereafter amended, Chapter 317A of the Minnesota Statutes and any provisions of Minnesota law as are or may hereafter be applicable, cognate to such provisions.